Appendix ICA Appendix (Mandatory Industrial Cooperation ... ATTACHMENT.pdf · Industrial...

Ministry of Economy and Industry 86 Menachem Begin Rd., P.O.B 36049, Tel Aviv 6136001, Israel Tel. 972-3-7347513/4, www.ica.gov.il

Appendix_____ ICA Appendix (Mandatory Industrial Cooperation)

in respect to Tender/Contract No._______

1. A Foreign Supplier is required to fulfill industrial cooperation as defined in the

Israeli Mandatory Bidding Regulations (Mandatory Industrial Cooperation), 5767-

2007 (hereinafter: "the Regulations") to the extent of______ percent1 of the

contract value where at least 20% of the contract value must be performed in a

way of local subcontracting (as detailed in Directive No. 3.2.1 of the ICA

Guidelines for Israeli Buyers).

For the avoidance of doubt:

1.1 "Foreign Supplier" - for the purpose of mandatory industrial cooperation -

manufacturer, supplier , importer of imported goods or a supplier of work

that is not being performed in Israel, whether by himself or by means of

others.

The location of incorporation, the official address or business center of the

Foreign Supplier or its shareholders is immaterial in this regard

1.2 "Israeli made goods" - goods manufactured in Israel or in the Area or

another place approved by the ICA and in which the price of the Israeli

content therein constitutes at least 35 percent of the bid price (including

taxes, levies, statutory fees, insurance and transportation expenses).

1.3 "Israeli content Price" - as such is defined in the Mandatory Tenders

Regulations (Preference of Israeli Made Goods), 5755-1995.

1.4 "Imported Goods" - goods that are not manufactured in Israel.

1 The extent of the Industrial Cooperation shall be an amount equal to at least 35% of the value of the

transaction or the value of the contract.

If the purpose of the transaction or the contract is to purchase security equipment of the Ministry of

Defense, including a reference unit within its meaning in the Mandatory Tenders Regulations (Defense

Establishment Contracts), 5753 - 1993, the extent of the Industrial Cooperation required shall be at

least 50% of the value of the transaction or the contract.

In respect of tenders relating to civil procurements to which the GPA Agreement applies, the extent of

required industrial cooperation from Foreign Suppliers from the signatory countries shall only amount

to 20% of the value of the transaction or the contract.

http://www.ica.gov.il/


2. A threshold condition for the participation of a Foreign Supplier in the tender is

that he shall submit, together with his bid price, a Binding undertaking for

industrial cooperation, as in the standard and binding form attached hereto as

Form C - "The Undertaking" and an implementation plan complying with its

undertaking to carry out industrial corporation, in the standard and binding form

attached hereto as Appendix B of The Undertaking - "Implementation Plan"

both having been duly completed, signed and certified as required in these Forms2.

In so far as it concerns a Foreign Supplier who is under Umbrella Agreement for

Industrial Cooperation (hereinafter: "UICA") with the Industrial Cooperation

Authority (hereinafter: The "ICA") the Foreign Supplier shall submit, together

with his bid price, Form H - "Supplier's Binding Undertaking under UICA",

and Form H1 -"Updated Implementation Plan".

Supplier who is arguing not to be a Foreign Supplier, as defined in the

Regulations, and therefore believes that the Regulations do not apply to him, must

submit to the ICA, along with the submission of his bid price, an auditor opinion

letter stating that the Israeli content price in the component of the goods in its bid

price is equivalent to or exceeds 35% of the bid price.

Such auditor's opinion Letter must be submitted in the format attached hereto as

Form D. this form shall be submitted instead of forms C & C1 or H & H1.

The Foreign Supplier is aware that the mere fact of submission of the

aforementioned duly completed documents (Form C and C1 or Form H and H1)

does not mean that these documents are approved by the ICA. The substance of

these documents require examination and approval by the ICA, this being a

condition for receiving the ICA's approval for Contract engagement between the

Buyer and the successful Foreign Supplier. It may be that the Foreign Supplier

will be required to amend these documents in accordance with the requirements of

the ICA and as a condition for signing the contract between him and the Buyer, in

the event of having him won the tender.

3. The Foreign Supplier is aware that signature of the contract between him and the

Buyer is contingent upon the approval of the ICA, upon the provisions of the ICA

Regulations and its Guidelines having been fully complied with, including

approval of the Implementation Plan submitted by him.

4. The Foreign Supplier is aware that in the event of him being defined by the ICA

as a Foreign Supplier under monitoring, the ICA may require, in addition to the

2 In the case of a Foreign Supplier who is an importer, signature will be required from the manufacturer

of the goods (in addition to the importers signature).



Undertaking and the Implementation Plan, that he submit an Instrument of

Guarantee for the implementation of his Binding Undertaking to fulfill industrial

cooperation, as a condition for the ICA approval of signature of the contract

between him and the Buyer, and this in the binding form attached hereto.

The amount of the Guarantee will be equivalent to the aggregate amount of the

annual agreed liquidated damages under the Undertaking or the UICA.

A Foreign Suppler under monitoring, who is required to submit a Letter of

Guarantee as aforesaid, will be entitled to demand a change or update of the

amount of the Guarantee depending upon the pace of his annual implementation,

provided that he has met the targets of the Implementation Plan (if not otherwise

stated in the Implementation Plan, the minimum annual pace is linear).

5. The Foreign Supplier is aware that in the context of approval of the

Implementation Plan, the ICA may certify that activity in certain spheres of

activity and in certain areas, detailed in the Multipliers Rules as will be published

and attached hereto, will be recognized for the purposes of determining the extent

of the Industrial Cooperation, at rates in excess of 100 percent.

Special provisions for tenders of a value in excess of 100 million Dollars:

6. The potential Foreign Suppliers are invited to arrange meetings with

representatives of the ICA in order to obtain assistance in the planning and

structuring of an optimum Implementation Plan to be submitted together with the

tender bids. A Foreign Supplier who wishes to do so may obtain preliminary

confirmation from the ICA that the documents that he intends to submit in relation

to Industrial Cooperation together with his bid, meet the threshold conditions in

terms of submission of such forms and documents as are required under the

Regulations.

7. Contact details for the ICA can be obtained on the internet website:

www.ica.gov.il




Form C

BINDING UNDERTAKINGS BY FOREIGN SUPPLIER

This Binding Undertakings Instrument ("Undertaking") is made as of [_____] [Date], by

[_______] [Name] a corporation duly incorporated and existing under the laws of [_____]

[Place of incorporation], company number [______] with address at

_______________________ (“Supplier”).

Whereas, according to the Israeli Mandatory Bidding Regulations (Mandatory

Industrial Cooperation) of 2007 a Foreign Supplier who participates in a

procurement process conducted by Buyer (as such term is defined below),

or otherwise engages Buyer, for the purpose of acquisition by Buyer of

goods, equipment, services or work, at a value as defined under the

Regulations, is required to engage in industrial cooperation activity in

Israel; and -

Whereas, the Supplier, is a Foreign Supplier (as such term is defined below) and

participates in a procurement process number [____] [Tender No.] issued

by [____] [Issuer of the Tender] (the “Buyer”) for the supply of

_______________________ [____] [Name of Tender] (the “Tender”) or

otherwise wishes to engage with Buyer for the supply of goods, equipment,

services or work; and -

Whereas, Supplier hereby undertakes that, should it be awarded in the framework of

the Tender (or otherwise contract with Buyer), Supplier shall conduct such

industrial cooperation in such nature and scope as set forth in this binding

Undertaking, including appendices thereof.

THEREFORE, in consideration of these premises, I, the undersigned Supplier, hereby

declare, warrant and undertake towards the State of Israel (represented for the purposes

hereof by the ICA (as such term is defined below)), as follows:

1. PREAMBLE, INTERPRETATION AND DEFINITIONS

1.1 The preamble and Schedules to this Undertaking and the Appendices attached

hereto constitute integral parts hereof.

1.2 Section headings have been included in this Undertaking for convenience of

reference only and shall not be used for the interpretation thereof and in no way

alter, modify, amend, limit, or restrict any contractual obligations of the Supplier

hereunder.



1.3 This binding Undertaking is provided in accordance with Israeli Statute and

Regulations (as such terms are defined below) and the ICA Guidelines as

presented in the official website of the ICA.

1.4 Terms used herein and not otherwise defined shall have the same meaning as

ascribed thereto in Statute or Regulations.

Without derogating from the above, in this Undertaking, the following terms shall

have the meaning ascribed thereto below:

“Buyer” as defined in the preamble to this Undertaking above.

“Contract” shall mean the procurement contract between the Buyer and the

Supplier which shall be entered into between Buyer and Supplier should the

Supplier be awarded in the framework of the Tender, or otherwise, for the

purpose of acquisition by Buyer from Supplier of goods, equipment, services or

work.

"Contract Value" – the total considerations to be paid to Supplier in the

framework of the Contract or in relation thereto, including taxes, levies, fees,

insurance and transportation costs, and - in respect of imported goods - their CIF

price in an Israeli port, including taxes, levies, fees, insurance and transportation

costs, all - without giving effect to any deductions, set-offs or fines. Contract

Value includes, without limitation – (1) any payment which, under the Contract,

the Buyer is required to pay to Supplier and Supplier is required to transfer to

another; (2) any payments which any third party is required to pay to Supplier, by

virtue of the Contract; (3) any payments, including payments as stated in

paragraphs (1) or (2) above included in any option of Buyer under the Contract;

(4) any follow-on procurement in excess of USD 500,000 that is made within a

period of 5 years from the date of the Contract; and (5) any acquisition of spare

parts, training activities, maintenance, technical assistance, guarantees etc.

procured in the framework of the Contract or in relation thereto.

"Foreign supplier" - a manufacturer, supplier or importer of imported goods or a

supplier of work that is not performed in Israel, whether by himself or by means

of others. For the purpose of this Binding Undertaking and subject to its terms and

conditions, importer of imported goods and their manufacturer are considered

jointly and severally a Foreign Supplier.

"Israeli made Goods" - goods made in Israel or in the Area (as such term is

defined under the Statute) by a producer who is an Israeli citizen, or a permanent

resident of Israel, or a body corporate registered in Israel, on condition that the

price of their Israel content constitutes at least 35% of the proposed price, all – as

defined under the Regulations. Goods manufactured outside of the State of Israel

may only be recognized as Israeli-Made Goods at the prior written approval of

ICA and under the terms and conditions as defined under the Regulations.



"ICA" shall mean The Foreign Investments and Industrial Cooperation Authority

operating in the Ministry of Economy and Industry.

"Industrial Cooperation" shall mean the business activities in Israel as set forth

in section 4 of the Regulation.

"Local Subcontracting" shall mean the execution of contract/s to purchase Israeli

Made Goods (as such term is defined under the Regulations), or to procure Works

or services in Israel (as such term is defined under the Regulations), all - for the

purpose of performing the Supplier's undertakings under the Contract.

"Regulations" shall mean the Mandatory Bidding Regulations (Mandatory

Industrial Cooperation) of 2007, a curtsey translation to English thereof are

presented in the official website of the ICA.

For the removal of doubt, in any case of contradiction between the provisions of

the Regulations and the English translation thereof, the provisions of the

Regulations shall govern.

"Statute" shall mean the Mandatory Bidding Law of 1992.

"Work or Services in Israel" - work or services executed in Israel or in the Area

by an Israel citizen or by a permanent resident in Israel, or by a body corporate

registered in Israel.

2. GENERAL

2.1 The Supplier hereby declares, warrants and undertakes towards the State of Israel

(represented for the purposes hereof by the ICA), that subject to the signing of the

Contract, it shall perform and put into practice Industrial Cooperation in Israel at a

scope, nature and timetables as set forth in this Undertaking and the

Implementation Plan (as such term is defined below) and shall fully comply with

all of its undertakings hereunder.

2.2 This Binding Undertaking may further include special terms and conditions as set

forth in Appendix "A" hereof.

3. EXTENT OF THE INDUSTRIAL COOPERATION

The scope of Industrial Cooperation that shall be carried out by the Supplier shall be

at an amount of at least ___% of the Contract Value, i.e. a total amount of US$

_____________[shall be completed by the successful tenderer after contract

award]. The Contract Value for the purposes of calculating the scope of Industrial

Cooperation hereunder shall be adjusted, as required, in any case of a change in the

Contract Value.

4. NATURE OF INDUSTRIAL COOPERATION



4.1 Industrial Cooperation may be conducted by means of Local Subcontracting,

investments, research and development, transfer of know-how or purchase of

Israeli-Made Goods (as such term is defined above), or Works or services

in Israel (as such term is defined above).

Supplier undertakes to perform Local Subcontracting at a value of no less than

20% of the Contract Value.

4.2 Industrial Cooperation shall not include:

4.2.1 Expenses, including agent’s commission, incurred to promote the sales of

the Supplier in Israel;

4.2.2 The purchase of shares of companies that are subject to the Israeli

Securities Law, 5728 - 1968 ("Securities Law"), at a rate at which the

purchaser does not become an interested party as defined in the Securities

Law; and -

4.2.3 Investments, acquisition and funding of research and development work

that shall be deemed Industrial Cooperation, shall not include grants given

by the Government of Israel as part of an investment program or funding.

5. PERIOD AND TIMETABLE

5.1 The Supplier's Industrial Cooperation undertakings hereunder shall be fully

executed within the period of the Contract (“Industrial Cooperation Period”).

Without derogating from the above, or from any right or remedy of the ICA

hereunder or at law, in any case this Undertaking shall not be terminated until full

Industrial Cooperation obligations hereunder are fully complied with by Supplier.

5.2 The Supplier's undertakings for Industrial Cooperation hereunder shall be fulfilled

at a fixed amount every year on a linear basis, unless otherwise approved by the

ICA and included in the Implementation Plan.

6. IMPLEMENTATION PLAN

6.1 A comprehensive detailed implementation plan for the fulfillment of Supplier's

Industrial Cooperation obligations hereunder is Attached as Appendix "B"

("Implementation Plan"). Any change or adjustment of the Implementation Plan

may only be done by the prior written approval of the ICA.

The Implementation Plan shall apply to the whole period of the Contract. 6.2 Supplier hereby warrants and represents that the Implementation Plan reflects its

good faith estimation of the business opportunities for performance of its Industrial



Cooperation undertakings hereunder in scope and in timetable as defined hereunder.

Such Implementation Plan was established by Supplier after thorough review and

examination and in-depth survey for potential real investments or other Industrial

Cooperation activities in Israel.

6.3 Supplier hereby undertakes that it will continue to invest efforts, using customary

reasonable measures, for exploring and establishing Industrial Cooperation in Israel

in accordance with its undertakings hereunder, including the use of consultation

services, conducting a professional survey in Israel, visiting business entities in

Israel, participating in Israeli industry conferences, etc., and shall pursue full

implementation of the Industrial Cooperation as described in the Implementation

Plan.

6.4 ICA may, at any time, require Supplier to submit clarifications, additions or

modifications to the Implementation Plan, inter alia in order to reflect actual

changes in Supplier's Industrial Cooperation, or in the case of a default or a

potential default by Supplier (and without prejudicing from any right or remedy of

ICA) – in order for Supplier to cure any such default and fully comply with its

undertakings hereunder. Supplier hereby undertakes to comply with all such

requirements by ICA.

6.5 Any industrial cooperation activity to be carried out by the Supplier which is not

part of an approved Implementation Plan will be subject to ICA's prior written

approval in order for it to be credited as Industrial Cooperation.

7. REPORTS

7.1 The Supplier shall submit to the ICA an annual report regarding the fulfillment of

the undertakings for Industrial Cooperation stated in this Undertaking (the

“Progress Report”).

7.2 The Progress Report for each calendar year shall be submitted no later than March

31st of the following calendar year. ICA may, at any time, require the submission of

additional Progress Reports, including in case of a default or a potential default of

the Implementation Plan.

7.3 The Progress Report shall include the following details:

7.3.1 Performance against anticipated Industrial Cooperation under the

Implementation Plan.

7.3.2 A summary of all the claims for Industrial Cooperation credits in a form

attached as Appendix "C" hereof approved by the Supplier's independent

auditor. For each one of the credit claims the Supplier shall submit a



confirmation of the Israeli supplier signed by an authorized signatory, at the

form included in Appendix "C1".

7.3.3 Any additional information, which may be required by the ICA, regarding

the activities carried out toward the fulfillment of the Supplier’s

undertakings.

7.4 A final report regarding the scope of the Industrial Cooperation and Local

Subcontracting as actually implemented and the nature thereof shall be submitted

by the Supplier, along with the approval of Supplier's auditor to such report, no later

than 30 days after the end of the Industrial Cooperation Period.

8. BREACH BY SUPPLIER

8.1 Breach by Supplier of the provisions of Sections 2.1, 3, 4.2, 5.1, 6.2, 6.3, 7.1 or 7.4

of this Undertaking shall be considered as fundamental breach of this Undertaking.

8.2 Any other breach by Supplier of this Undertaking, which is not cured within 30

days of ICA's written demand (or an extended cure term as defined by the ICA, at

its sole discretion) shall become a fundamental breach.

9. LIQUDATED DAMAGES

9.1 During the Industrial Cooperation Period, the ICA will determine the following

parameters, as at the end of each calendar year ("Evaluation Date"):

9.1.1 The Supplier’s accumulated obligations for Industrial Cooperation under

this Undertaking from the commencement of the Industrial Cooperation

Period until the Evaluation Date.

9.1.2 The Supplier's accumulated volume of Industrial Cooperation performed by

Supplier and approved by ICA, from commencement of the Industrial

Cooperation Period and until the Evaluation Date.

9.2 In any case that the balance between section 9.1.1 minus section 9.1.2 above is

positive (“Unfulfilled Obligation”), i.e., at the relevant Evaluation Date, the

Supplier has not fully complied with its Industrial Cooperation undertakings

hereunder, Supplier agrees and undertakes to pay the State of Israel liquidated

damages, at an amount equal to 2% of the Unfulfilled Obligation.

Supplier hereby warrants and confirms that the above liquidated damages

constitutes reasonably estimated damages which will be caused to the State of Israel

in any case of breach of its undertakings hereunder.

9.3 The provisions of this Section 9 above shall not prejudice or derogate from any

right or remedy of ICA hereunder or at law.



10. INDUSTRIAL COOPERATION COORDINATOR

10.1 Supplier shall appoint one person in Israel which will serve as Supplier's liaison

person vis-à-vis ICA. As at the date of signing the Contract, the Industrial

Cooperation Coordinator is:

[Name]

[Address]

[Telephone]

[Fax]

[Email]

10.2 The Industrial Cooperation Coordinator will represent the Supplier for all purposes

hereunder and will serve as the Supplier liaison person also vis-à-vis Israeli industry

and other business entities.

10.3 In case the Industrial Cooperation Coordinator is replaced at any time in the future,

the Supplier is committed to notify the ICA of the identity of the new Industrial

Cooperation Coordinator within 7 days from the time the replacement took place.

11. LAW AND JURISDICTION

11.1 This Undertaking shall be exclusively governed by and construed in accordance

with the substantive laws of the State of Israel without giving effect to any choice of

law or conflict of law provision or rule.

11.2 The competent courts of the State of Israel shall have exclusive jurisdiction over

any and all disputed arising from or related to this Undertaking, to exclude the

jurisdiction of any other competent court of any other jurisdiction.

12. MISCELLANEOUS

12.1 The records of ICA pertaining to the execution of the Supplier undertakings

hereunder shall serve as prima facie evidence to the contents thereof.

12.2 Any activity of the Supplier with the Israeli industry carried out prior to being

awarded with the Contract shall not be eligible for crediting purposes.

12.3 This binding Undertaking shall constitute an integral and inseparable part of the

Contract and is hereby signed for the benefit of the State of Israel.

12.4 This Undertaking and Appendices thereof constitute the entire understandings and

undertakings by the Supplier towards the State of Israel and replaces and supersedes

any and all previous undertakings, agreements or understandings, all of which shall

be null and void.



12.5 Any amendment and/or supplement to this Undertaking shall be in writing, signed

by Supplier and approved by ICA.

IN WITNESS WHEREOF, this Undertaking has been executed by the Supplier, as of

the day and year first hereinabove written.

Signature of an authorized officer on behalf of the foreign supplier (Not the Importer):

Foreign Supplier [Company name]:

____________________________________________________________________

Name:

____________________________________________________________________

Title:

____________________________________________________________________

Signature:

________________________________Date:________________________________

If the Tender proposal is submitted (and/or the Contract is signed) by an importer, this

undertaking should also be signed by an authorized officer on behalf of the importer:

Importer [Company name]:

_____________________________________________________________________

Name:

_____________________________________________________________________

Title:

_____________________________________________________________________

Signature:

________________________________Date:________________________________



Appendix B

Implementation Plan

Related to Tender/RFP No. ………………………………

Issued by .....................…………………………………… Dated …………………….

Pursuant to clause 6 of the a.m. document, we [full company name]

…………..…….……..……………………………, hereby submit our detailed

Fulfillment Program, aimed at the satisfaction of our a.m. undertaking, as follows:

1. Our fulfillment activities will be in the fields of one or more of the following

Industrial Cooperation Categories: (*)

-How transfer

….…………………………………………………………...……..………

2. Anticipated / Approximate dates of the following mile stones implementation:

a. Conducting an Israeli industry survey …………….....……………………

b. Projects and partners selection …………………..…………………………

c. Starting date of IC activities implementation ...……………………………

d. Full program accomplishment ….…………………………………………

3. Following is our prospective Fulfillment Program:



Industrial

Cooperation

Category

Transaction

Description

Estimated

Timeframe

Local

Subcontractor

Yes/No

Names of Israeli

Entities Involved

Transaction

Value (in

USD/EUR)

Israeli entity’s

Contact Person

info. Start

Date

Due

Date

Total Fulfillment

Value

Total Local

Subcontracting

value




Name (Supplier): ……………………………… Title: ……….………………..………….…

Signature (Supplier): …………………………… Date: ……….………………………..……

Name (Importer): *………………..…..………… Title:*………………………………..…...

Signature (Importer): *………………………...... Date:*...……………………………………

* If the Tender proposal is submitted (and/or the Contract is signed) by an importer, this undertaking should also be signed by an authorized officer on behalf

of the importer.



Appendix C

Annual Claims Submission Form

To:

ICA Israel

86 Menachem Begin Rd.

P.O. Box 36049

Tel-Aviv, 67138

ISRAEL

E-mail: [email protected]

Re: Annual Claims Report - Undertaking File_[FILE #]

Dear Sir/Madam,

Please see attached our annual report for the period ______ to ___________.

Total claims for this period, as attached, are US$ __________. Each of the claims is

supported by a signed Claim for Industrial Cooperation Credit.

Thank you,

Company Name: ___________________________________________

Name: ________________________

Title: _________________________

Signature: ____________________ Date: ___________________

# Israeli supplier

name

Description of

goods

purchased

Nature of the

industrial

cooperation (Acquisition,

Investment, R&D

etc.)

Value (US$/EUR)

Local subcontracting (US$/EUR)

(Industrial cooperation directly related to the

Contract/Project)

POC

1

2

3

4

5


mailto:[email protected]


Auditor's Opinion letter (Industrial Cooperation)

Date ___________

To:

The Industrial Cooperation Authority

Menachem Begin Road,

PO Box 36049, Tel Aviv 67138

by email: [email protected]

Re: Auditor's Opinion letter regarding Industrial Cooperation

As Accountants and Auditors of_______________, duly registered in ______________ under

Registration No. ____________ (hereinafter: "the Foreign Supplier") and upon his request,

we have audited the financial statements in the declaration of the Foreign Supplier as detailed

in the attached Implementation Report (marked with our seal for purposes of identification)

for _________ [year]. Our responsibility is to express an opinion on these financial

statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards in Israel.

Those standards required that we plan and perform the audit to obtain reasonable assurance

about whether the financial statements are free of material misstatement. An audit includes

examining, on a test basis, evidence supporting the said declaration. We believe that our audit

provides a reasonable basis for our opinion.

In our opinion, the financial statements in the declaration referred to above, present fairly, in

all material respects, the financial statements included in it, according to the audited financial

reports/unaudited financial reports and the supporting books they are based on.

Yours truly

___________________, CPA

Registration/License No: ___________________

Notes:

This version was drafted in consultation with the Institute of Certified Accountants and with its consent.

To be printed on the Charted Accountant's firm's letter head




Appendix C1

Claim for Industrial Cooperation Credit

For the calendar year ……………..

1. Name of Foreign Supplier ("Supplier"): …………………………………………..

2. Name and address of the Israeli provider or manufacturer:

………………………………………………………………………………………

Preferences:

SME Preferred Zone

3. Goods or services provided during the above mentioned Calendar year:

………………………………………………………………………………………

4. Industrial Cooperation Category3:

a) Direct - Industrial Cooperation directly related to project/contract :

Ref: ….…………………………………………………………………...……..

Local Subcontracting

Acquisition of Israeli Products, Work or Services

R&D Orders

Investments

Know-How transfer

Other ….…………………………………………………………...……..…..

b) Indirect



R&D Orders

Investments

Know-How transfer

Other ….………………………………………..……………………...……..

3 Please mark the relevant category. If it is a direct industrial cooperation, please fill out the name and a

short description of the project.



5. We hereby warrant and confirm that the Israeli content of each one of the goods

and services detailed in Section 3 above constitutes at least 35% of its value.

6. The total Value of Goods or services provided (US$) (calculated in accordance

with the US$ exchange rate published by the Bank of Israel at the date of invoice):

………………………………………………………………………………………

I, the undersigned…………………., Passport Number ……………., an authorized

signatory of ………………….., hereby warrant and confirm that the above Claim for

Industrial Cooperation is true and correct, and in full compliance with the Regulations

and the Industrial Cooperation Undertaking by Supplier.

Foreign Supplier [Company name]:

……………………………………………………………………………………..

Name:

……………………………………………………………………………………..

Title:

……………………………………………………………………………………..

Signature: ……………………Date: ……………………………………………...

The Israeli supplier’s declaration

I, the undersigned, an authorized signatory of …………………. [Name of Israeli

supplier] registration No………………………….. hereby warrant and confirm that

the information set forth under section 3 through 5 of the above Claim for Industrial

Cooperation Credit by Supplier is true and correct.

Israeli supplier [Company name]:

……………………………………………………………………………………..

Name:

……………………………………………………………………………………..

Title:

……………………………………………………………………………………..

Signature: ……………………Date: ……………………………………………...

Email: ……………………………………………………………………………..

Tel: ……………………………Cell: …………………………………………..…



Form D

Auditor's Opinion letter (Israeli content Price)

Date ___________

To:

The Industrial Cooperation Authority

Menachem Begin Road,

PO Box 36049, Tel Aviv 67138

by email: [email protected]

Re: Auditor's Opinion letter regarding Industrial Cooperation

Upon the request of _________________ registration No.___________________ (hereinafter

referred to as the "Company"), and as the auditors of the Company, we have audited the

Company's statement dated [d/m/y] for tender No. [_______________] as set forth above, in

connection with the Israeli Content Price in the component of the goods in the Company's

"Bid Price", hereby attached and stamped with our official seal for purposes of identification

alone. This statement shall be the responsibility of the Company’s Board of Directors as well

as management. We shall be responsible to provide an opinion on the Company's statement,

based on the audit conducted by us, that the Israeli Content Price in the component of the

goods in the Company's "Bid Price" is equivalent to or exceeds 35% of the Bid Price.

For the purposes of this Opinion letter, "Israeli content Price" and "Bid Price" - as such

defined in the Israeli Mandatory Bidding Regulations (Mandatory Industrial Cooperation),

5767-2007 and in the Tenders Regulations (Preference for Israeli Products) 5755-1995.

We have conducted our audit in accordance with the Israeli accepted auditing standards.

According to these standards, we are required to plan the audit and to conduct it in order to

obtain reasonable assurance that the statement does not contain a statement which is

materially misleading. The audit includes a sample examination of evidence which support

the Company's statement (mainly an audit regarding the Company's documents as to products

manufactured/imported by it as well as subcontractor's statements and "special reports" of the

subcontractor's accountants to the audit of these statements). We believe that our audit

provides a reasonable basis for our opinion.

In our opinion, the Company's statement properly represents, in all substantial respects the

information included in it.

Yours truly

___________________, CPA

Registration/License No: ___________________

Notes:

This version was drafted in consultation with the Institute of Certified Accountants and with its consent.

To be printed on the Charted Accountant's firm's letter head




Form H

Supplier's Binding Undertaking under UICA

Date: ____________

Reference: ____________

To:

ICA Israel

86 Menachem Begin Rd.

P.O. Box 36049

Tel-Aviv, 67138, ISRAEL

Fax +972-3-5634-177

Dear Sir,

Re: Umbrella Industrial Cooperation Agreement No. ___________ ("UICA")

signed on ________ by and between The Government of Israel, represented by the

Industrial Cooperation Authority, with offices located at 86 Menachem Begin Rd.,

Tel-Aviv 67138, Israel ("ICA") and [_______][Name] a corporation duly

incorporated and existing under the laws of [_____] [Place of incorporation],

company number [______] with address at _______________________

(“Supplier”).

This Binding Undertakings Instrument ("Undertaking") is made as of [_____][Date], by

Supplier, in relation to a procurement process number [____] [Tender No.] issued by

[_____________________] [Issuer of the Tender] (the “Buyer”) for the supply of

_______________________ [____][Name of Tender] (the “Tender”).

Under the Regulations, should Supplier be awarded with the Tender, the scope of Industrial

Cooperation obligations to be assumed by Supplier in relation to the Contract (as such term is

defined below) shall be at an amount of at least ________% of the Contract Value (as such

term is defined below) i.e. a total amount of___________ US$ [shall be completed by the

successful tenderer after contract award], while an amount of at least _____________% of

the Contract Value shall be performed by means of Local Subcontracting i.e. a total amount

of ________________US$ [shall be completed by the successful tenderer after contract

award] ("New Industrial Cooperation Obligation").

We hereby ask the ICA to include the above New Industrial Obligation in the UICA, in

accordance with the following:

Deduct an amount of US$__________ out of our existing credit under the UICA,

which will encompass the total scope of the New Industrial Obligation.

Deduct an amount of US$__________ out of our existing credit under the UICA, and

include the balance of the New Industrial Obligation at an amount of US$

___________ within the Implementation Plan of the UICA.



Add the New Industrial Obligation to our obligations under the UICA and UICA

Implementation Plan.

Attached as Appendix "H1" of this Undertaking is an updated Implementation Plan for

approval by the ICA. Upon approval by ICA, such Implementation Plan shall be binding upon

Supplier, shall be attached as an inseparable part of the UICA and shall replace the current

existing Implementation Plan of the UICA.

Definitions:

"Contract" – shall mean the procurement contract between the Buyer and the Supplier which

shall be entered into between Buyer and Supplier should the Supplier be awarded in the

framework of the Tender, or otherwise, for the purpose of acquisition by Buyer from Supplier

of goods, equipment, services or work.

"Contract Value" - the total considerations to be paid to Supplier in the framework of the

Contract or in relation thereto, including taxes, levies, fees, insurance and transportation costs,

and - in respect of imported goods - their CIF price in an Israeli port, including taxes, levies,

fees, insurance and transportation costs, all - without giving effect to any deductions, set-offs

or fines. Contract Value includes, without limitation – (1) any payment which, under the

Contract, the Buyer is required to pay to Supplier and Supplier is required to transfer to

another; (2) any payments which any third party is required to pay to Supplier, by virtue of

the Contract; (3) any payments, including payments as stated in paragraphs (1) or (2) above

included in any option of Buyer under the Contract; (4) any follow-on procurement in excess

of USD 500,000 that is made within a period of 5 years from the date of the Contract; and (5)

any acquisition of spare parts, training activities, maintenance, technical assistance,

guarantees etc. procured in the framework of the Contract or in relation thereto.

"Local Subcontracting" - the execution by Supplier of Contract to purchase Israeli Made

Goods or to procure Works or Services in Israel (as such term is defined under the

Regulations or the UICA), all - for the purpose of executing Supplier's undertakings under the

Contract.

IN WITNESS WHEREOF, Supplier has caused its authorized representatives to execute and

deliver this Undertaking as of the date first above written.

Signed By:

For and on behalf of the Supplier

Print Name

Title



Form H1

Updated Implementation Plan

Related to Tender/RFP No.………………………………

Issued by .....................…………………………………… Dated …………………….

we [full company name] …………………

……………..…….……..……………………………, hereby submit our detailed

updated Implementation Plan, aimed at the satisfaction of our a.m. new undertaking,

as follows:

1. Our fulfillment activities will be in the fields of one or more of the following

Industrial Cooperation Categories: (*)



R&D Orders

Investments

Know-How transfer

Other ….…………………………………………………………...……..…..

2. Anticipated / Approximate dates of the following mile stones implementation:

a. Conducting an Israeli industry survey ...... …………………………………

b. Projects and partners selection …………………..…………………………

c. Starting date of IC activities implementation ...……………………………

d. Full program accomplishment………………………………………………

3. Following is our prospective Fulfillment Program:



Industrial

Cooperation

Category

Transaction

Description

Estimated

Timeframe

Local

Subcontractor

Yes/No

Names of Israeli

Entities Involved

Transaction

Value (in

USD/EUR)

Israeli entity’s

Contact Person

info. Start

Date

Due

Date

Total Fulfillment

Value

Total Local

Subcontracting

value




Name (Supplier): ……………………………… Title: ……….………………..………….…

Signature (Supplier): …………………………… Date: ……….………………………..……

Name (Importer): *………………..…..………… Title:*………………………………..…...

Signature (Importer): *………………………...... Date:*...……………………………………

* If the Tender proposal is submitted (and/or the Contract is signed) by an importer, this undertaking should also be signed by an authorized officer on behalf

of the importer.


Ministry of Economy and Industry

5 Bank Israel St., Jerusalem 9103101 P.O.B 3166 Tel. 972-2-6662410, Fax 972-2-6662979, www.ica.gov.il

MULTEPLIER RULES

The rules of the ICA regarding the spheres of activity and the areas in which the activities

of a Foreign Supplier shall be recognized for determining the extent of the Industrial

Cooperation, at rates in excess of 100 percent.

[To be published later, subject to consultation with the Accountant General and

approval of the Israeli Government under Section 6(b) of the Regulations]



Instrument of Guarantee (Name of guaranteeing bank insurance company to be completed) Date: _____

(Address)

The Foreign Investments and Industrial Cooperation Authority

Ministry of Economy and Industry

Jerusalem

Re: Binding Undertakings Instrument ("Undertaking") of [_____]

[Date], by [_______] [Name & company number]

Guarantee No.______________ [To be completed]

At the request of_____________________________________ [name of applicant

and registration number at the Companie's Registrar to be inserted], we hereby guarantee

to pay to you, on demand, any sum up to_______________________[sum in US Dollars

(US$).

We undertake to pay you, any sum specified in your written demand up to the amount of

the guarantee, immediately and no later than seven (7) days from the date of receipt of

such demand.

Your demand for payment of the amount of the guarantee may be affected in stages, and

payments will be executed in accordance with your demand provided that the overall

total of the payments does not exceed the amount of the guarantee. [Payments under this

guarantee shall be made in US Dollars, by wire transfer to such account as may be

specified in a demand for payment.]

Each demand for payment under this guarantee must be received by us in writing at our

address as follows:

[Address to be completed]

Demand sent to as / received by us by way of/ via facsimile or telex or email shall not be

considered as a demand in writing according to this Guarantee.

Our undertaking pursuant to this guarantee is unconditional and you will not be obligated

to explain reason or prove your demand or first demand payment from the Company or



from any other entity. This guarantee shall not be affected by the enforceability, validity

or invalidity of the Undertaking, or by the existence of any dispute thereunder.

This guarantee will not be assigned or transferred by you without our consent.

This guarantee shall remain valid until____________________________ [ ___ days

after the expiry date of the Undertaking]. This guarantee shall be governed by and

interpreted in accordance with the laws of the State of Israel, and any disputes hereunder

shall be resolved by the courts of the State of Israel. We hereby consent to the

jurisdiction of such courts in any matter relating to this guarantee or the Undertaking, and

agree that service of process at our address specified above shall be sufficient and

adequate service.

_______________________________________________ Stamp and Authorized Signature(s) of Bank/Insurance Company


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